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PJSC NCSP Corporate Governance System

 

NCSP Group’s corporate governance system adheres to Russian laws, Russian and international best practices and business ethics standards, taking into account the interests of all stakeholders.

The Group also complies with the requirements of the UK Listing Authority (UKLA ) for issuers of Global depositary receipts (GDR) as it has GDRs listed on the London Stock Exchange.

 

The objective of corporate governance is to provide effective and responsive control over company operations, mitigate risks, maintain and improve financials, and build a positive

business image for NCSP Group.

 

PJSC NCSP Board of Directors adopted a Corporate Governance Code in 2007 based on the recommendations of the Organization for Economic Cooperation and Development (OECD) and the Russian financial markets regulator.

 

PJSC NCSP corporate governance system complies with the Corporate Governance Code. The Code does not apply to PJSC NCSP subsidiaries, which voluntarily follow the Corporate Governance Code issued by the Federal Financial Markets Service of Russia on

April 4, 2002. The subsidiaries disclose this information in their annual reports in accordance with Financial Markets Service recommendations issued on April 4, 2002.

 

The General Shareholder Meeting, the Board of Directors, the Executive Board, and the Chief Executive Officer constitute the core of the PJSC NCSP corporate governance system.

 

PJSC NCSP’s Board of Directors includes the Audit Committee and the Human Resources and Remuneration Committee. The Board of Directors also approved the formation of an Information Disclosure Committee under the Executive Board to implement a uniform information policy for the company. The Group can also set up other committees if necessary to enhance the efficiency of the Board of Directors.

 

The Internal Control Service and the Audit Committee are in charge of internal control and auditing for PJSC NCSP.

 

Representatives of PJSC NCSP sitting on the Boards of Directors at the Group’s subsidiaries develop and approve all viable decisions on key issues pertaining these subsidiaries operations and growth.